Exhibit 8.2  Opinion of Moore, Horton & Carlson, P.C.
                     re: State Tax Matters
     

 
                                                                     Exhibit 8.2

           [Letterhead of Moore, Horton and Carlson Appears Here]  


Board of Directors
Palmyra Saving and Building Association, F.A.
Palmyra, Missouri 63461

     RE:  Certain Missouri Income Tax Consequences Relating to Proposed 
          Holding Company Conversion.

Gentlemen:

In accordance with your request, set forth herein is the opinion of this firm
relating to certain Missouri income tax consequences of (i) the proposed
conversion of Palmyra Saving and Building Association, F.A. (the "Bank") from a
federally-chartered mutual savings bank to a federally-chartered stock savings
bank (the "Converted Bank") (the "Stock Conversion") and (ii) the concurrent
acquisition of 100% of the outstanding capital stock of the Converted Bank by a
parent holding company formed at the direction of the Board of Directors of the
Bank and to be known as PFSB Bancorp, Inc. (the "Holding Company").

You have previously received the opinion of Muldoon, Murphy & Faucette regarding
the federal income tax consequences of the Stock Conversion and Holding Company
formation to the Bank, the Converted Bank, and the Holding Company and the
deposit account holders of the Bank under the Internal Revenue Code of 1986, as
amended (the "Code").  The federal tax opinion concludes, inter alia, that the
                                                          ----- -----         
proposed transactions qualify as a tax-free reorganization under Section
368(a)(1)(F) of the Code.

The State of Missouri will, for income tax purposes, treat the proposed
transactions in an identical manner as they are treated by the Internal Revenue
Service for federal income tax purposes.  Based upon the facts and circumstances
attendant to the Stock Conversion, and applicable provisions of the Internal
Revenue Code, it is our opinion that, under the laws of the State of Missouri,
no adverse Missouri tax consequences will be incurred by the parties to the
proposed transactions, including deposit account holders, as a result of the
Stock Conversion and Holding Company formation.

No opinion is expressed on any matter other than income tax consequences
including, but not limited to, any franchise or capital stock taxes which might
result from the implementation of the proposed transactions.

 

Board of Directors
Palmyra Saving and Building Association, F.A.
Page 2



We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (Form SB) of the Holding Company filed under the
Securities Act of 1933, as amended, the Bank's Application for Approval of
Conversion (Form AC) filed with the Office of Thrift Supervision ("OTS"), and to
the reference to us in the prospectus and proxy statement included therein.  We
also consent to the filing of this opinion as an exhibit to the Holding Company
Application H-(e)1-S filed on behalf of the Holding Company with the OTS.


                                        /s/ Moore, Horton & Carlson, P.C.


Mexico, Missouri
January 19, 1999